Allowed

Naman Tie-Up Private Limited v. -

Bombay HC4 Jul 2014CSD/498/2014

Case brief

AI extract

What is this about?

In a company summons application for directions under Sections 391 and 394 of the Companies Act regarding a proposed scheme of amalgamation, the court dispensed with the requirement to convene meetings of shareholders and creditors. This was based on unanimous consent of shareholders and the fact that the applicant is a 100% subsidiary with unaffected creditors, relying on Mahaamba Investment. The

What did the court decide?

Convening of meetings for shareholders and creditors is dispensed with; separate filing of Company Summons and Scheme Petition by the transferee is dispensed with.

Naman Tie-Up Private Limited Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 498 OF 2014

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956

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AND

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In the matter of Scheme of Amalgamation of Naman Tie-Up Private Limited and Kiwi Dealers Private Limited and Aim Multitrade Company Private Limited and Puja Promoter Private Limited with Valentine Mercantile Private Limited

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Naman Tie-Up Private Limited,	)
a company incorporated under the Companies Act, 1956,	)
having its registered office at B-253, Floor-12, B Wing,	)
Kalpataru Horizon, Sudam Kalu Ahire Marg,	)
Worli Tel Exchange, Worli,	)
Mumbai- 400018, Maharashtra Company	)... Applicant

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Called for Direction

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Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant

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Coram: S. J. Katahwalla, J.

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Date: 4^th July, 2014

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MINUTES OF THE ORDER

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Page 1 of 3

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UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/S Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18^th day of February, 2014 of Mr. Navneet T Prajapati, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:

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That convening and holding the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Naman Tie-Up Private Limited and Kiwi Dealers Private Limited and Aim Multitrade Company Private Limited and Puja Promoter Private Limited with Valentine Mercantile Private Limited, is dispensed with in view of the consents given by all the two Equity Shareholders of the Applicant Company, which are annexed as Exhibit “C1” and “C2” to the Affidavit in support of the Summons for Directions.

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That the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise, since there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 15 of the Affidavit in support of Company Summons for Direction.

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In view of averments made in paragraph 16 to 19 of the Affidavit in support of Company Summons for Direction, inter-alia stating that the Applicant Company is 100% wholly owned subsidiary of the Transferee Company and no new shares are being issued and there is no re-organization of share capital in the Transferee Company. However the Creditors of the Transferee

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Page 2 of 3

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Company are not affected in any manner and also in view of observations made in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 21 to 24. In view of the above the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act,1956 by Valentine Mercantile Private Limited, Transferee Company is dispensed with.

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(S. J. Kathawalla, J.)

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Page 3 of 3

Naman Tie-Up Private Limited v. -

Case brief

What is this about?

What did the court decide?

Naman Tie-Up Private Limited v. -

Case brief

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